MONTREAL, Jan. 14, 2014 /CNW Telbec/ - Atrium Innovations Inc. (TSX:ATB & ATB.DB) ("Atrium" or the "Corporation"), a globally recognized leader in the development, manufacturing and commercialization of innovative, science-based natural health products, announced today that, in accordance with the terms of the arrangement agreement entered into on November 29, 2013 regarding the plan of arrangement (the "Arrangement") providing for the previously announced acquisition of Atrium by corporations backed by the Permira funds, the 45-day go shop period during which Atrium was permitted to solicit superior proposals expired on January 13, 2014 at 11:59 p.m. (Montréal time).
Following the announcement of the Arrangement, Atrium initiated its go shop process, with its financial advisor, TD Securities Inc. ("TD Securities") contacting 26 strategic parties and 26 financial sponsors. Of the 52 prospective purchasers, six entered into a confidentiality and standstill agreement with the Corporation. All six parties subsequently informed TD Securities that they were no longer interested in exploring a transaction with the Corporation.
The meeting of the shareholders and convertible debentureholders of Atrium (the "Special Meeting") to consider the proposed Arrangement will be held at Osler, Hoskin & Harcourt LLP's office located at 1000 De La Gauchetière Street West, Suite 2100, Montréal, Québec, H3B 4W5, on Tuesday, January 21, 2014 at 9:00 a.m. (Montréal Time). The record date for voting at the Special Meeting is December 16, 2013.
The Board of Directors (with Yvon Bolduc, President & CEO of the Fonds de solidarité des travailleurs du Québec (F.T.Q.)), as an interested director having recused himself from the matter) has unanimously approved the Arrangement and recommends that shareholders and convertible debentureholders vote FOR the arrangement resolution.
The management information circular and related meeting materials for the Special Meeting were mailed to shareholders and convertible debentureholders and are also available at www.sedar.com.
Your vote is important regardless of the number of common shares or convertible debentures of Atrium you own. Shareholders and convertible debentureholders who have questions or require assistance in voting their proxy may direct their inquiry to Atrium's proxy solicitation agent, CST Phoenix Advisors, toll-free in North America at 1-800-332-7449 or by email at [email protected].
How to Vote
Atrium shareholders and Atrium convertible debentureholders are urged to vote today using the methods below.
Registered shareholders and convertible debentureholders
Shareholders and convertible debentureholders who have physical certificates representing Atrium shares and convertible debentures, respectively, may vote by telephone or via the Internet.
To vote by telephone call 1-866-732-8683 from a touch tone phone. When prompted, enter your Control Number listed on the proxy and follow the voting instructions. To vote via the Internet, go to www.investorvote.com and enter your Control Number listed on the proxy and follow the voting instructions on the screen. If you vote by telephone or via the Internet, do not complete or return the form of proxy.
Non-registered shareholders and convertible debentureholders
Shareholders and convertible debentureholders who hold their shares or convertible debentures through a broker or other intermediary may vote via the internet at www.proxyvote.com or following the other instructions found on the voting instruction form.
Atrium Innovations Inc. (TSX: ATB & ATB.DB) is a globally-recognized leader in the development, manufacturing, and commercialization of innovative, science-based natural health products which are distributed in more than 35 countries. The Corporation owns healthcare practitioner and specialized retail product brands that are at the forefront of science, innovation and education. Atrium has over 1,300 employees and operates seven manufacturing facilities with current Good Manufacturing Practices. Additional information is available at www.atrium-innovations.com.
Cautionary Note and Forward-Looking Statements
This press release contains certain forward-looking statements with respect to the Corporation and the Arrangement. These forward-looking statements, by their nature, require the Corporation to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Forward-looking statements are not guarantees of performance. These forward-looking statements, including financial outlooks, may involve, but are not limited to, comments with respect to the Corporation's business or financial objectives, its strategies or future actions, its targets, expectations for financial condition or outlook for operations and future contingent payments. Words such as "may", "will", "would", "could", "expect", "believe", "plan", "anticipate", "intend", "estimate", "continue", or the negative or comparable terminology, as well as terms usually used in the future and the conditional, are intended to identify forward-looking statements. Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. The Corporation considers these assumptions to be reasonable based on information currently available to it, but cautions the reader that these assumptions regarding future events, many of which are beyond its control, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect the Corporation and its business or the Arrangement.
For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this press release, see the Corporation's quarterly and annual Management Discussion and Analysis for the fiscal year ended December 31, 2012 and the management information circular dated December 17, 2013 each filed with the Canadian securities commissions. The forward-looking information set forth herein reflects the Corporation's expectations as at the date of this press release and is subject to change after such date. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.
SOURCE: Atrium Innovations Inc.
For further information:
Vice President and Chief Financial Officer
Atrium's Proxy Solicitation Agent
CST Phoenix Advisors
(800) 332-7449 (toll-free)